0001162044-12-000249 Sample Contracts

AGREEMENT AND DECLARATION OF TRUST OF COTTONWOOD MUTUAL FUNDS
Agreement and Declaration of Trust • March 15th, 2012 • Cottonwood Mutual Funds

THIS AGREEMENT AND DECLARATION OF TRUST of Cottonwood Mutual FUnds (“Trust”), effective as of February 1, 2012, is among Daniel T. Hart (the “Initial Trustee”), as Trustee, and each person who becomes a Shareholder in accordance with the terms hereinafter set forth.

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 15th, 2012 • Cottonwood Mutual Funds • Delaware

The Trust has been organized to engage in the business of an open-end management investment company. You have been selected to act as the sole investment adviser of the HAGIN Keystone Market Neutral Fund (the “Fund”) and to provide certain other services, as more fully set forth below, and you are willing to act as such investment adviser and to perform such services under the terms and conditions hereinafter set forth. Accordingly, the Trust agrees with you as follows effective upon the date of the execution of this Agreement.

TRANSFER AGENT AGREEMENT
Transfer Agent Agreement • March 15th, 2012 • Cottonwood Mutual Funds • Ohio

THIS AGREEMENT is made and entered into this 2nd day of March, 2012, by and between Cortland Fund Services LLC (“Cortland”), a Delaware limited liability company, having its principal place of business at 225 W. Washington Street, Suite 1450, Chicago, Illinois 60606, and Mutual Sharehodler Services, LLC, a Delaware Limited Liability Company (“MSS”).

ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • March 15th, 2012 • Cottonwood Mutual Funds • Ohio

THIS AGREEMENT is made and entered into this 2nd day of March, 2012, by and between Cortland Fund Services LLC (“Cortland”), a Delaware limited liability company having its principal place of business at 225 W. Washington Street, Suite 1450, Chicago, Illinois 60606, and Mutual Shareholder Services, LLC, a Delaware Limited Liability Company (“MSS”).

ADMINISTRATION SERVICES AGREEMENT
Administration Services Agreement • March 15th, 2012 • Cottonwood Mutual Funds • Illinois

THIS ADMINISTRATION AGREEMENT (this “Agreement”) made as of February 14, 2012 between Cottonwood Mutual Funds(the “Trust”), a Delaware statutory trust,with its principal office at 225 W. Washington Street, Suite 1450, Chicago, Illinois 60606,and CORTLAND FUND SERVICES LLC, (“Cortland” or “Administrator”), aDelaware limited liability company with its principal office located at 225 W. Washington Street, Suite 1450, Chicago, Illinois 60606.

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